HERMÈS - 2019 Universal Registration Document

3

CORPORATE GOVERNANCE SUPERVISORY BOARD'S' REPORT ON CORPORATE GOVERNANCE

SITUATION OF EACH MEMBER OF THE SUPERVISORY BOARD, AS AT 31 DECEMBER 2019, IN RESPECT

3.4.5.2

OF THE ABOVE CRITERIA

On 31 December 2019, the Board examined the situation of each of its particular, the Board identified no significant business relationships members in respect of the above criteria on a case-by-case basis, and between its members and the Company. This review is performed each deemed four of them to be “independent”: Ms Estelle Brachlianoff, year on the basis of a questionnaire sent to all Supervisory Board Ms Monique Cohen, Ms Dominique Senequier and Mr Alexandre Viros. In members (see page 241 below).

Monique Cohen (Vice- Chair- woman)

Dominique Senequier

Pureza Cardoso (employee represen- tative)

Rému Kroll

Éric de Seynes (Chairman)

(Vice- Chair- woman)

Estelle Brach- lianoff

(employee represen- tative)

Dorothée Altmayer

Charles-Éric Bauer

Matthieu Dumas

Blaise Guerrand

Julie Guerrand

Olympia Guerrand

Renaud Momméja

Alexandre Viros

CRITERIA Criterion 1 Criterion 2 Criterion 3: Criterion 4 Criterion 5 Criterion 6 Criterion 7 Criterion 8 Criterion 9

√ √ √ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √ √ √

√ √ √ √ √ √ √ √ √ √

√ √

√ √

√ √

√ √ √ √ √ √ √ √

√ √

√ √

√ √

√ √

√ √ √ √ √ √ √ √

√ √

√ √ √

√ √ √

√ √ √

√ √ √

√ √ √

√

√ √ √

√

√

√

INDEPENDENT

In accordance with Article 9.3 of the Afep-Medef Code updated in January 2020, independent members must make up at least one-third of the Supervisory Board in controlled companies as defined by Article L. 233-3 of the French Commercial Code ( Code de commerce ). Article 1.1.2.3 of the Supervisory Board’s rules of procedure states that at least one-third of Board members must be independent. In accordance with the provisions of the Afep-Medef Code (Article 9.3), employee representatives are not included in the calculation of these percentages. The Supervisory Board has complied with this proportion since it was introduced in 2009. With Mr Robert Peugeot losing his independent member status (24 January 2019) and Ms Sharon MacBeath resigning (20 March 2019), the proportion of independent members on the CAG-CSR Committee temporarily fell below the levels required by the Afep-Medef Code at the beginning of 2019. The General Meeting of 4 June 2019 appointed two new independent members, Ms Estelle Brachlianoff and Mr Alexandre Viros, which restored the proportion of one-third independent members on the Board as of that date.

committees, in addition to applicable legal and statutory provisions. Their purpose is to enhance the quality of the Board’s work by promoting the application of good corporate governance principles and best practices, in the interests of ethics and greater effectiveness. It has been revised several times, notably to comply with legislative and regulatory developments and to take into account the recommendations of the AMF as well as revisions to the Afep-Medef Code. These rules of procedure are updated on a regular basis to be in line with revisions of the Afep-Medef Code and with the regulatory environment. The Supervisory Board’s rules of procedure have been updated on several occasions and notably three times in 2019, on 25 January 2019, 19 March and 4 June 2019, as follows: update of the name of the CAG-CSR Committee; s addition of rules whereby the Board is informed of the Company’s s balance sheet, the cash position and commitments; update of the name of the Audit and Risk Committee; s reduction to 100 of the number of shares to be held by members of s the Supervisory Board (Article 1.1.1); replacement of the notion of “directors’ fees” by “compensation of s Supervisory Board members” (Article 3.1); addition of the new duty assigned to the Chairman of the Supervisory s Board regarding communication with shareholders (Article 1.2.5). The thirteenth version of the rules of procedure dated 4 June 2019 is set out in full on page 279 and each update is made available online at https://finance.hermes.com/en/Corporate-Governance/Management- Bodies/The-Supervisory-Board.

BUSINESS ETHICS OF THE SUPERVISORY

3.4.6

BOARD RULES OF PROCEDURE

3.4.6.1

At its meeting of 18 March 2009 the Supervisory Board adopted its rules of procedure, which set out the terms governing the structure and functioning of Hermès International’s Supervisory Board and its

2019 UNIVERSAL REGISTRATION DOCUMENT HERMÈS INTERNATIONAL

240